8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 5, 2007

ALLIANCE SEMICONDUCTOR CORPORATION

(Exact name of registrant as specified in its charter)

000-22594
(Commission File Number)

Delaware
(State or other jurisdiction of
incorporation) 77-0057842
(I.R.S. Employer Identification No.)

2900 Lakeside Drive
Santa Clara, California 95054-2831
(Address of principal executive offices, with zip code)

(408) 855-4900
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 8.01 Other Events.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1

Item 8.01 Other Events.

On July 5, 2007, Alliance Semiconductor Corporation issued a press release announcing that pursuant to the terms of stipulated settlement documents filed with the US Tax Court, Alliance will not be liable to make any additional payments for additional taxes previously asserted as due in a Notice of Deficiency with respect to Alliance’s 2000, 2001 and 2002 tax years. Alliance’s net operating losses will be reduced in connection with the agreement, among other adjustments. In addition, Alliance expects to receive a tax refund of up to approximately $6 million for the 2001 tax year as a result of the terms of settlement. The terms of the settlement remain subject to the approval of the Congressional Joint Committee on Taxation.

A copy of the press release announcing the cash dividend is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
99.1	Press Release dated July 5, 2007.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ALLIANCE SEMICONDUCTOR CORPORATION
Date: July 5, 2007	By:	/s/ Melvin L. Keating
		Melvin L. Keating
		President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated July 5, 2007.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

ALLIANCE SEMICONDUCTOR FILES STIPULATION FOR
SETTLEMENT WITH INTERNAL REVENUE SERVICE

SANTA CLARA, Calif.—(BUSINESS WIRE)—July 5, 2007—Alliance Semiconductor Corporation (ALSC.PK) announced today that pursuant to the terms of stipulated settlement documents filed with the US Tax Court, Alliance will not be liable to make any additional payments for additional taxes previously asserted as due in a Notice of Deficiency with respect to Alliance’s 2000, 2001 and 2002 tax years. Alliance’s net operating losses will be reduced in connection with the agreement, among other adjustments. In addition, Alliance expects to receive a tax refund of up to approximately $6 million for the 2001 tax year as a result of the terms of settlement. The terms of the settlement remain subject to the approval of the Congressional Joint Committee on Taxation.

Contacts:

Alliance Semiconductor Corporation, Santa Clara, CA
Melvin L. Keating, President and Chief Executive Officer

408-855-4900